Draft Registration Statements to Be Submitted and Filed on EDGAR

Sept. 26, 2012

In June we announced that we were building an EDGAR-based system through which certain Emerging Growth Companies and foreign private issuers can submit draft registration statements for non-public and confidential review. Today we are announcing that those EDGAR modifications will be available on Monday, October 1, 2012. On that date, issuers may choose to submit their draft registration statements either using the current secure email system or via the new EDGAR system. Once the EDGAR Filer Manual for EDGAR Release 12.2 becomes effective, filing on EDGAR will become mandatory. We will publish the mandatory EDGAR transition date in a future announcement.

The Division will provide each issuer that has submitted a draft registration statement since April 5, 2012, either in paper or via the secure email system, and that has not yet filed a registration statement on EDGAR, a letter with guidance on how to transition to the EDGAR system. Once an issuer chooses to submit draft registration statements or amendments on EDGAR, it must continue to use that system. We have posted a brief set of instructions on how to prepare an electronic submission of a draft registration statement, or an amendment to one, on the SEC website.

Issuers that comply with these EDGAR modifications no longer need to file copies of previously submitted draft registration statements as exhibits to their registration statements to comply with the requirements of the JOBS Act. Instead, issuers can use EDGARLink to direct the EDGAR system to publicly file them as individual documents on EDGAR. More information about this function is in the instructions and the EDGAR Filer Manual.

Submission of a draft registration statement on EDGAR requires EDGAR access codes. An issuer that has not yet submitted a Form ID to apply for the codes must do so prior to making a submission or filing on EDGAR. If an issuer has previously obtained EDGAR access codes and finds that they have expired when it tries to login to EDGAR, it should update the codes by following the “Generate Access Codes (New/Replacement)” link on the EDGAR Filer Management website.